Exhibit
        10.19

       

    

    VOTING
      AGREEMENT

     

    VOTING
      AGREEMENT, dated as of this July 31, 2008 (“Agreement”), among each of the
      persons listed under the caption “Target Group” on Exhibit A attached hereto
      (the “Target Group”), each of the persons listed under the caption “Founders
      Group” on Exhibit A attached hereto (the “Founders Group”) and Rhapsody
      Acquisition Corp., a Delaware corporation (“Delcorp”). Each of the Target Group
      and the Founders Group is sometimes referred to herein as a “Group.” For
      purposes of this Agreement, each person who is a member of either the Target
      Group or the Founders Group is referred to herein individually as a
“Stockholder” and collectively as the “Stockholders.” Capitalized terms used but
      not defined in this Agreement shall have the meanings ascribed to them in the
      Merger Agreement;

     

    WHEREAS,
      as of February 19, 2008, each of Delcorp, Primoris Corporation (the “Company”),
      a Nevada corporation, and the Signing Shareholders have entered into an
      Agreement and Plan of Merger (the “Merger Agreement”) that provides,
inter alia,
      upon
      the terms and subject to the conditions thereof, for the merger
      of
      the Company into Delcorp (the “Merger”);

     

    WHEREAS,
      as of the date hereof, each Stockholder who is a member of the Founders Group
      owns beneficially and of record shares of common stock of Delcorp, par value
      $0.0001 per share (“Delcorp Common Stock”), as set forth opposite such
      Stockholder’s name on Exhibit A
      hereto
      (all such shares and any shares of which ownership of record or the power to
      vote is hereafter acquired by any of the Stockholders, whether by purchase,
      conversion or exercise, prior to the termination of this Agreement being
      referred to herein as the “Shares”);

     

    WHEREAS,
      at the Effective Time, all shares of Company Common Stock beneficially owned
      by
      each Stockholder who is a member of the Target Group shall be converted into
      the
      right to receive and shall be exchanged for his, her or its pro rata portion
      of
      the shares of Delcorp Common Stock to be issued to the Company’s security
      holders as consideration in the Merger; and

     

    WHEREAS,
      as a condition to the consummation of the Merger Agreement, the Stockholders
      have agreed, severally, to enter into this Agreement;

     

    NOW,
      THEREFORE, in consideration of the premises and of the mutual agreements and
      covenants set forth herein and in the Merger Agreement, and intending to be
      legally bound hereby, the parties hereto hereby agree as follows:

     

    ARTICLE
      I

    VOTING
      OF SHARES FOR DIRECTORS

     

    SECTION
      1.01 Vote
      in Favor of the Directors.
      During
      the term of this Agreement, each Stockholder agrees to vote the Shares of
      Delcorp Common Stock he, she or it now owns, or will hereafter acquire prior
      to
      the termination of this Agreement, for the election and re-election of the
      following persons as directors of Delcorp:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (a) Five
      (5)
      persons, (i) three (3) of whom shall at all times be “independent directors,”
within the meaning of the NASDAQ rules, and (ii) all of whom shall be designees
      of the Company; with two (2) of such designees to stand for election or
      re-election in 2009 (“Class A Directors”), who shall initially be Brian Pratt
      and Thomas E. Tucker, who will be an “independent director;” three (3) of such
      designees to stand for election or re-election in 2010 (“Class B Directors”),
      who shall initially be John P. Schauerman, Stephen C. Cook and Peter J.
      Moerbeek, with Messrs. Cook and Moerbeek who will each be an “independent
      director” (collectively, the “Target Directors”); 

     

    (b) Two
      (2)
      persons all of whom shall be designees of the Founders Group to stand for
      election in 2011 (“Class C Directors”), which shall initially be Eric S.
      Rosenfeld and David S. Sgro, (the “Founders Directors,” and together with the
      Target Directors, the “Director Designees”); and

     

    (c) Brian
      Pratt is to be elected and serve as Chairman of the Board of
      Directors.

     

    (d) The
      Founders Group may also designate a person to serve as an observer at all
      meetings of the Board of Directors and committees thereof, who shall be given
      all documents and other information furnished to the members of the Board of
      Directors at the time such information is so furnished (the “Observer”).
      At
      the election of the Founders Group, the person then acting as Observer shall
      be
      designated to serve all or a part of any unexpired term of the person designated
      by the Founders Group to serve as a Class C Director, in which event the person
      designated by the Founders Group to serve as a Class C Director shall serve
      as
      the Observer.

     

     Neither
      the Stockholders, nor any of the officers, directors, stockholders, members,
      managers, partners, employees or agents of any Stockholder, makes any
      representation or warranty as to the fitness or competence of any Director
      Designee to serve on the Board of Directors by virtue of such party’s execution
      of this Agreement or by the act of such party in designating or voting for
      such
      Director Designee pursuant to this Agreement.

     

    Any
      Director Designee may be removed from the Board of Directors in the manner
      allowed by law and Delcorp’s governing documents except that each Stockholder
      agrees that he, she or it will not, as a stockholder, vote for the removal
      of
      any director who is a member of a Group of which such Stockholder is not a
      member. If a director is removed or resigns from office, the remaining directors
      of the Group of which the vacating director is a member shall be entitled to
      appoint the successor.

     

    SECTION
      1.02 Vote
      in Favor of Stock Option Plan.
      During
      the term of this Agreement, each Stockholder agrees to vote the Shares of
      Delcorp Common Stock he, she or it now owns, or hereafter acquires prior to
      the
      termination of this Agreement, in favor of the adoption of the Delcorp Plan
      (as
      defined in the Merger Agreement). 

     

    SECTION
      1.03 Obligations
      of Delcorp.
      Delcorp
      shall take all necessary and desirable actions within its control during the
      term of this Agreement to provide for the Delcorp Board of Directors to be
      comprised of seven (7) members and to enable the election to the Board of
      Directors of the Director Designees.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SECTION
      1.04 Term
      of Agreement.
      The
      rights and obligations of the Stockholders pursuant to this Agreement shall
      terminate immediately prior to the election or re-election of directors at
      the
      annual meeting of Delcorp that will be held in 2011.

     

    SECTION
      1.05 Obligations
      as Director and/or Officer.
      Nothing
      in this Agreement shall be deemed to limit or restrict any director or officer
      of Delcorp from acting in his or her capacity as such director or officer or
      from exercising his or her fiduciary duties and responsibilities, it being
      agreed and understood that this Agreement shall apply to each Stockholder solely
      in his or her capacity as a stockholder of Delcorp and shall not apply to his
      or
      her actions, judgments or decisions as a director or officer of Delcorp if
      he or
      she is such a director or officer.

     

    SECTION
      1.06 Transfer
      of Shares. If
      a
      member of the Target Group desires to transfer his, her or its Shares to a
      permitted transferee pursuant to the Lock-Up Agreement of even date herewith
      executed by such member, or if a member of the Founders Group desires to
      transfer his or its shares to a permitted transferee pursuant to the Stock
      Escrow Agreement dated as of October [3], 2006, it shall be a condition to
      such
      transfer that the transferee agree to be bound by the provisions of this
      Agreement. This Agreement shall in no way restrict the transfer on the public
      market of Shares that are not subject to the Lock-Up Agreement or the Stock
      Escrow Agreement, and any such transfers on the public market of Shares not
      subject to the provisions of the Lock-Up Agreement or the Stock Escrow
      Agreement, as applicable, shall be free and clear of the restrictions in this
      Agreement.

     

    ARTICLE
      II

    REPRESENTATIONS
      AND WARRANTIES;

    COVENANTS
      OF THE STOCKHOLDERS

     

    Each
      Stockholder hereby severally represents warrants and covenants as
      follows:

     

    SECTION
      2.01 Authorization.
      Such
      Stockholder has full legal capacity and authority to enter into this Agreement
      and to carry out such Stockholder’s obligations hereunder. This Agreement has
      been duly executed and delivered by such Stockholder, and (assuming due
      authorization, execution and delivery by Delcorp and the other Stockholders)
      this Agreement constitutes a legal, valid and binding obligation of such
      Stockholder, enforceable against such Stockholder in accordance with its
      terms.

     

    SECTION
      2.02 No
      Conflict; Required Filings and Consents.
      

     

    (a) The
      execution and delivery of this Agreement by such Stockholder does not, and
      the
      performance of this Agreement by such Stockholder will not, (i) conflict
      with or violate any Legal Requirement applicable to such Stockholder or by
      which
      any property or asset of such Stockholder is bound or affected, or
      (ii) result in any breach of or constitute a default (or an event which
      with notice or lapse of time or both would become a default) under, or give
      to
      others any right of termination, amendment, acceleration or cancellation of,
      or
      result in the creation of any encumbrance on any property or asset of such
      Stockholder, including, without limitation, the Shares, pursuant to, any note,
      bond, mortgage, indenture, contract, agreement, lease, license, permit,
      franchise or other instrument or obligation. 

     

    (b) The
      execution and delivery of this Agreement by such Stockholder does not, and
      the
      performance of this Agreement by such Stockholder will not, require any consent,
      approval, authorization or permit of, or filing with or notification to, any
      governmental or regulatory authority, domestic or foreign, except (i) for
      applicable requirements, if any, of the Exchange Act, and (ii) where the
      failure to obtain such consents, approvals, authorizations or permits, or to
      make such filings or notifications, would not prevent or materially delay the
      performance by such Stockholder of such Stockholder’s obligations under this
      Agreement. 

     

    SECTION
      2.03 Title
      to Shares.
      Such
      Stockholder is the legal and beneficial owner of its Shares, or will be the
      legal beneficial owner of the Shares that such Stockholder will receive as
      a
      result of the Merger, free and clear of all liens and other encumbrances except
      certain restrictions upon the transfer of such Shares. 

     

    ARTICLE
      III

    GENERAL
      PROVISIONS

     

    SECTION
      3.01 Notices.
      All
      notices and other communications given or made pursuant hereto shall be in
      writing and shall be given (and shall be deemed to have been duly given upon
      receipt) by delivery in person, by overnight courier service, by telecopy,
      or by
      registered or certified mail (postage prepaid, return receipt requested) to
      the
      respective parties at the following addresses (or at such other addresses as
      shall be specified by notice given in accordance with this
      Section 3.01):

     

    
      	 	
              (a)

            	
              If
                to Delcorp:

            


    

     

    Rhapsody
      Acquisition Corp.

    825
      Third
      Avenue, 40th
      Floor

    New
      York,
      N.Y. 10022

    Attention:
      Eric Rosenfeld

    Telecopy
      No.: 212-319-0760

    


    with
      a
      mandatory copy to 

    


    Graubard
      Miller

    The
      Chrysler Building 

    405
      Lexington Avenue

    New
      York,
      N.Y. 10174-1901

    Attention:
      David Alan Miller, Esq.

    Telecopy
      No.: 212-818-8881

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) If
      to any
      Stockholder, to the address set forth opposite his, her or its name on Exhibit
      A. 

     

    With
      a
      mandatory copy to

     

    Rutan
      & Tucker, LLP

    611
      Anton
      Boulevard, Suite 1400

    Costa
      Mesa, CA 92626-5100

    Attention:
      George J. Wall, Esq.

    Telecopier
      No.: 714-546-9035

     

    SECTION
      3.02 Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation of this
      Agreement.

     

    SECTION
      3.03 Severability.
      If any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any rule of law or public policy, all other conditions and
      provisions of this Agreement shall nevertheless remain in full force and effect
      so long as the economic or legal substance of the transactions contemplated
      hereby is not affected in any manner materially adverse to any party. Upon
      such
      determination that any term or other provision is invalid, illegal or incapable
      of being enforced, the parties hereto shall negotiate in good faith to modify
      this Agreement so as to effect the original intent of the parties as closely
      as
      possible to the fullest extent permitted by applicable law in an acceptable
      manner to the end that the transactions contemplated hereby are fulfilled to
      the
      extent possible.

     

    SECTION
      3.04 Entire
      Agreement.
      This
      Agreement constitutes the entire agreement of the parties and supersedes all
      prior agreements and undertakings, both written and oral, between the parties,
      or any of them, with respect to the subject matter hereof. This Agreement may
      not be amended or modified except in an instrument in writing signed by, or
      on
      behalf of, the parties hereto.

     

    SECTION
      3.05 Specific
      Performance.
      The
      parties hereto agree that irreparable damage would occur in the event that
      any
      provision of this Agreement was not performed in accordance with the terms
      hereof and that the parties shall be entitled to specific performance of the
      terms hereof, in addition to any other remedy at law or in equity.

     

    SECTION
      3.06 Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Delaware applicable to contracts executed in and to be performed
      in
      that State.

     

    SECTION
      3.07 Arbitration.
      Except
      as otherwise provided in this Agreement, any controversy or claim arising out
      of
      or relating to this Agreement or the breach thereof shall be settled by
      arbitration in Orange County, California.

     

    (a) Judicial
      Arbitration and Mediation Services.
      The
      arbitration shall be administered by Judicial Arbitration and Mediation Services
      (“JAMS”) in its Orange County office.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) Arbitrator.
      The
      arbitrator shall be a retired superior or appellate court judge of the State
      of
      Delaware affiliated with JAMS.

     

    (c) Provisional
      Remedies and Appeals.
      Each of
      the parties reserves the right to file with a court of competent jurisdiction
      an
      application for temporary or preliminary injunctive relief, writ of attachment,
      writ of possession, temporary protective order and/or appointment of a receiver
      on the grounds that the arbitration award to which the applicant may be entitled
      may be rendered ineffectual in the absence of such relief. The award of the
      arbitrator shall be binding, final, and nonappealable.

     

    (d) Enforcement
      of Judgment.
      Judgment upon the award rendered by the arbitrator may be entered in any court
      having jurisdiction thereof. The award of the arbitrator shall be binding,
      final, and nonappealable.

     

    (e) Discovery.
      The
      parties may obtain discovery in aid of the arbitration to the fullest extent
      permitted under law, including California Code of Civil Procedure Section
      1283.05. All discovery disputes shall be resolved by the
      arbitrator.

     

    (f) Consolidation.
      Any
      arbitration hereunder may be consolidated by JAMS with the arbitration of any
      other dispute arising out of or relating to the same subject matter when the
      arbitrator determines that there is a common issue of law or fact creating
      the
      possibility of conflicting rulings by more than one arbitrator. Any disputes
      over which arbitrator shall hear any consolidated matter shall be resolved
      by
      JAMS.

     

    (g) Power
      and Authority of Arbitrator.
      The
      arbitrator shall not have any power to alter, amend, modify or change any of
      the
      terms of this Agreement nor to grant any remedy which is either prohibited
      by
      the terms of this Agreement, or not available in a court of law.

     

    (h) Governing
      Law.
      All
      questions in respect of procedure to be followed in conducting the arbitration
      as well as the enforceability of this Agreement to arbitrate which may be
      resolved by state law shall be resolved according to the law of the state of
      California. Any action brought to enforce the provisions of this Section shall
      be brought in the Orange County Superior Court. All other questions in respect
      to this Agreement, including but not limited to the interpretation, enforcement
      of this Agreement (other than the right to arbitrate), and the rights, duties
      and liabilities of the parties to this Agreement shall be governed by Delaware
      law.

     

    (i) Costs.
      The
      costs of the arbitration, including any JAMS administration fee, and
      arbitrator’s fee, and costs of the use of facilities during the hearings, shall
      be borne equally by the parties. Costs shall be awarded to the prevailing
      party.

     

    (j) Attorneys’
      Fees.
      If a
      party to this Agreement shall bring any action, suit, counterclaim, appeal,
      arbitration, or mediation for any relief against the other parties, declaratory
      or otherwise, to enforce the terms hereof or to declare rights hereunder
      (referred to herein as an “Action”),
      the
      non-prevailing party in such Action shall pay to the prevailing party in such
      Action a reasonable sum for the prevailing party’s attorneys’ fees and expenses
      (at the prevailing party’s attorneys’ then-current rates, as increased from time
      to time by the giving of advance written notice by such counsel to such party)
      incurred in prosecuting or defending such Action and/or enforcing any judgment,
      order, ruling or award (referred to herein as a “Decision”), granted therein,
      all of which shall be deemed to have accrued from the commencement of such
      Action, and shall be paid whether or not such Action is prosecuted to a
      Decision. Any Decision entered into in such Action shall contain a specific
      provision providing for the recovery of attorneys’ fees and expenses incurred in
      enforcing such Decision. The court or arbitrator may fix the amount of
      reasonable attorneys’ fees and expenses upon the request of any party. For
      purposes of this Section, attorneys’ fees shall include, without limitation,
      fees incurred in connection with (1) postjudgment motions and collection
      actions, (2) contempt proceedings, (3) garnishment, levy and debtor
      and third party examination, (4) discovery and (5) bankruptcy
      litigation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SECTION
      3.08 No
      Waiver.
      No
      failure or delay by any party in exercising any right, power or privilege
      hereunder shall operate as a waiver thereof nor shall any single or partial
      exercise thereof preclude any other or further exercise thereof or the exercise
      of any other right, power or privilege. The rights and remedies herein provided
      shall be cumulative and not exclusive of any rights or remedies provided by
      law.

     

    SECTION
      3.09 Counterparts.
      This
      Agreement may be executed in one or more counterparts, and by the different
      parties hereto in separate counterparts, each of which when executed shall
      be
      deemed to be an original but all of which taken together shall constitute one
      and the same agreement.

     

    SECTION
      3.10 Merger
      Agreement.
      All
      references to the Merger Agreement herein shall be to such agreement as may
      be
      amended by the parties thereto from time to time.

     

    [Signature
      Page Follows]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      written above.

     

    RHAPSODY
      ACQUISITION CORP.

     

    By:
      /s/
      ERIC ROSENFELD

    Name:
      Eric Rosenfeld

    Title:
      President and Chief Executive Officer 

    


    


    STOCKHOLDERS:

    


    The
      Founders Group:

    


    


    /s/
      ERIC ROSENFELD

    Eric
      Rosenfeld 

     

    


    The
      Target Group:

    


    


    /s/
      BRIAN PRATT

    Brian
      Pratt

    


    


    /s/
      JOHN P. SCHAUERMAN

    John
      P.
      Schauerman

    


    


    Summers
      Trust

    


    


    By:
      /s/
      SCOTT E. SUMMERS

    Scott
      E.
      Summers, Trustee

    


    /s/
      TIMOTHY R. HEALY

    Timothy
      R. Healy

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT A

    


    STOCKHOLDERS

    

      
        	
                Name
                  and Address

              	
                Number
                  of Shares

              
	 	 
	 	 
	
                The
                  Founders Group:

              	 
	 	 
	
                Eric
                  S. Rosenfeld

              	
                1,985,476

              
	
                c/o
                  Rhapsody Acquisition Corp.

              	 
	
                825
                  Third Avenue, 40th Floor

              	 
	
                New
                  York, N.Y. 10022

              	 
	
                Telecopy
                  No.: 212-319-0760

              	 
	 	 
	 	 
	
                The
                  Target Group:

              	 
	 	 
	
                Brian
                  Pratt

              	
                14,072,400

              
	 	 
	
                John
                  P. Schauerman

              	
                1,161,000

              
	 	 
	
                Summers
                  Trust

              	
                1,225,800

              
	 	 
	
                Timothy
                  R. Healy

              	
                469,800

              


      

    

    


    


    [Insert
      name address and fax number for each person.]